The procedure for alteration of the constituent documents

Changes to the constituent documents are a mandatory procedure, if the name of the company or the composition of the association itself is changed. In any case, the legal entity has no more than a month to prepare and amend documents. It is important to know in advance what needs to be done and how to fill in all the information correctly, which means that the work itself is better to be entrusted to real professionals. In this case, you can count on a quick resolution of all issues and the possibility of further business development in Kazakhstan.

Change Registration Services from Financial Chain Corporation

Performing work on making changes to the constituent documents is necessary not only when changing the name of the company or the number of its founders, but also when:

• changing the location of the company’s central office (legal address);
•  supplementing or reducing the list of activities in which the joint-stock company or any other form of business is engaged;
• increasing or decreasing the authorized capital;
• changing the management of the company, for example, absorption or merger with another legal entity;
• introducing new regulations, which differ in the requirements for the content of constituent documents;;
• entering any other data displayed in the statutes and relevant documents..

The ability to entrust the work to an attentive and responsible professional saves time and effort, because incorrectly filled out data or incompletely collected information packages do not allow for the completion of the procedure in a timely manner, as well as prevent fines or sanctions from being charged. Such support is also necessary if property is privatized or the legal entity is re-registered.

Constituent documents of a legal entity

The decision on the need to make changes to the constituent documents can be made exclusively by the superior management body of the company itself. For example, in a LLP the decision must be agreed between all participants, and a joint-stock company requires a general meeting of all shareholders. According to the requirements stipulated by the Instruction on the State Registration of Legal Entities, the memorandum of association, as well as the statutory data can be changed as:

• constituent documents in a new edition;

• a supplement to existing documents and references.

Each of the options has its own characteristics, but the choice always remains with the company and its management. It is important to remember that all changes that are made to notarized documents must also be certified by a specialist with the obligatory entry of records.

If the changes concern the company’s Charter, in the first case a new edition of the document is developed, and in the second, a supplement is prepared with clearly defined changes in the main document. In this case, the new memorandum of association must be in the same form with the obligatory designation of the termination of the previous one.

Important features of the adopted changes

Depending on the characteristics of the adopted changes from a legal point of view, you may need:

• registration of adopted changes;
• full re-registration of the company.

The second option is mandatory when reducing capital, previously provided for by the company’s charter and company renaming, as well as changing the list of founders of the business itself. In all other cases, it is sufficient to prepare the entire package of documents and promptly (within a month) notify the justice agencies of the decisions taken. If the changes made to the constituent documents have not been properly registered with state bodies, they are invalid and do not give the right to carry out financial and business activities in the future.

In the event of takeover or merger of two or more companies, the legal entity itself needs to properly reorganize the company and get all the necessary documents and certificates.

For procedures related to the reorganization or re-registration of companies, you must provide:

• originals of all constituent documents (state registration certificate, Charter, Memorandum of Association);
• current bank details of the company;
• management passport information.

The list of necessary references and certificates may vary depending on the requirements of the applicable legislation in Kazakhstan, as well as on features of the procedure itself. Only a fully assembled package of certificates and correctly written statements are the key to a successful outcome of the procedure itself. In such cases, specialist assistance is necessary, if the company does not have an experienced lawyer or the company’s managers are foreigners who are not always well versed in local laws and do not track changes.